Corporate Matters
A share buyback is a purchase by a company of its own shares from shareholders. The shares “bought back” are then effectively cancelled. A limited company is only permitted to purchase its own shares in accordance with Part 18 of the Companies...
The key difference between an asset sale and a share sale is the nature of what a potential buyer will acquire. In a share sale, the buyer acquires the shares of the company which may own an underlying trade and assets of a business. The buyer will be...
In a business or share sale, the heads of terms set out the road map of the transaction and the key commercial terms. What are Heads of Terms? Heads of terms (also known as letters of intent or memoranda of understanding) are a short document between a...
A joint venture is a common way of combining the resources and expertise of two (or more) otherwise unrelated companies. It is an arrangement, namely a Joint Venture Agreement , between two or more participants who agree to join together to achieve a...
George Green solicitors have worked to deliver a tax efficient solution to preserving a family’s wealth through a Family Investment Company (FIC). Do you have clients who wish to achieve any of the following objectives? • Protect their...
Emerging out of the pandemic, businesses might want to consider how to reward, repay and incentivise existing employees, and also how to attract good quality candidates to enable and facilitate recovery plans. If preservation of cash will have greater...
In one of our previous blog posts, we referred to the prospect of joint venture partners being required to invest further capital in order to ensure the survival of a business. In this post, we explore in more detail the issues to be considered before...
Notwithstanding any easing of the current lockdown over the coming weeks, social distancing measures are likely to be in force for many months, resulting in a radically different economic environment to which businesses will be required to adapt. Most...
Earn outs in the time of Covid-19 Coronavirus has already caused economic carnage in the UK and the after effects are inevitably going to raise problems for parties who have recently completed corporate transactions or are part way through negotiating a...
Not a blog about the “F” word “Furlough” – in such a short space of time it has become so much a part of our everyday vernacular. Looking to the future however, and the world “normalising” (whatever that might...
LENDING IN A POST-CORONAVIRUS LANDSCAPE The inability of borrowers to produce reliable forecasts, and of valuers to make site inspections, has led many funders to refuse all new loan applications while the current lockdown continues. When...
The impact on turnover of the current lockdown, and the increasing prospect of a Coronavirus-induced recession, mean that it is only a matter of time before many businesses are likely to default on their loan facilities. Lenders and borrowers alike...
The Bona Vacantia division of the Treasury Solicitor's Department recently caused confusion by amending its guidelines on the treatment of share capital distributed prior to a company's dissolution. The basic legal position is that any assets which...
The Government's announcement of a package of proposals for consultation, which are intended to boost the country's life sciences / pharmaceuticals industry, raises some interesting legal questions. Of most interest to many life science companies is...
In a harsh economy, purchasers are becoming even more cautious in their acquisition strategy. The due diligence review is therefore more important than ever. At the same time, however, purchasers are driving a hard bargain on fees, and it is often impossible...
In the recent case of Christie Owen & Davies Plc v Raobgle Trust Corporation the Court of Appeal considered the question of when a partnership comes into existence. The Partnership Act 1890 defines a partnership as a "relation which subsists...
It is increasingly common in this uncertain economic climate for a significant part of the purchase price for a target business to be subject to the post-completion performance of the business. Given that following completion the target will be under the...
In an earlier blog we considered the government's proposals for imposing greater controls on so-called pre-pack sales, where the sale of an insolvent company's business and assets is agreed in principle before the company goes into administration,...
The High Court judgment in the case of Smith v Butler & Anor provides a useful illustration of the importance of ensuring that shareholders agreements and articles of association accurately reflect the intended balance of power between shareholders, and...
BIS has recently finished consulting on proposed regulations which will change the current regime for the registration of security created by UK companies and LLPs. Some of the key reforms include: the introduction of an electronic registration procedure,...
